Mar 31, 2016
To,
The Members,
BSEL Infrastructure Realty Limited
1. INTRODUCTION
The Directors are elated in presenting the 21st Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2016.
2. FINANCIAL RESULTS (Rs.in Lakhs)
Particulars |
Consolidated |
Standalone |
||
2015-2016 |
2014-2015 |
2015-2016 |
2014-2015 |
|
Profit/(Loss) before Tax |
75.24 |
(431.78) |
82.94 |
109.15 |
Provision for Tax |
(33.58) |
(59.63) |
(33.58) |
(59.56) |
Profit/(Loss) after Tax |
41.66 |
(491.41) |
49.36 |
49.52 |
Balance Brought Forward |
(9,321.24) |
(8,826.22) |
6,674.14 |
6,628.23 |
Add: Excess/(Short) Provision Reversed MVAT Credit |
- |
- |
- |
- |
Less: Transitional Provision of Depreciation |
- |
(3.61) |
- |
- |
Less: Adjustment related to fixed asset |
- |
- |
- |
(3.61) |
Balance carried to Balance Sheet |
(9,279.58) |
(9,321.24) |
6,723.5 |
6,674.14 |
3. BUSINESS OVERVIEW
The Standalone Net Profit stands at Rs. 49.36 lakhs for financial year under review as compared to Rs. 49.52 lakhs in the previous financial. Due to favourable market situations, the Company''s Consolidated Net Profit after tax stands at Rs. 41.66 lakhs for the year under review as compared to a loss of Rs. 491.41 lakhs in the previous financial year. Further, the Board of Directors look towards the future performance with a positive approach.
4. DIVIDEND
Directors of the Company are unable to declare any dividend for the financial year under review.
5. SUBSIDIARIES
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011 vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which it granted a General Exemption to companies from attaching Directors'' Report, Balance Sheet and Profit & Loss Account of subsidiaries to its Balance Sheet. The Conditions prescribed by the MCA, for availing exemption under this circular, have been fulfilled by your Company.
BSEL is having three Wholly Owned Subsidiaries including step down subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd., Balance Sheets, Profit & Loss accounts, Reports of the Directors and Auditors will be made available upon request by any member on application and will also be kept for inspection at the Registered Office of your Company. The financial data of the subsidiaries has been furnished along with the statement pursuant to the provisions of the Companies Act, 2013 forming part of the Annual Report. Also, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and listing agreement, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report as ANNEXURE - I.
6. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.
7. STATUTORY AUDITORS
M/s. Deepak Vekaria & Associates, Chartered Accountants,(Membership Number: 35908) was appointed as the Statutory Auditors of the company at the 20th AGM held on 29th September, 2015, to hold office up to this Annual General meeting.
Further M/s. Deepak Vekaria & Associates are eligible to be re-appointed as statutory Auditors and who have given their eligibility and consent to the proposed re-appointment, be and is hereby re-appointed at this Annual General meeting and who shall hold office till the conclusion of next Annual general meeting of the Company.
8. SECRETARIAL AUDITORS
M/s. Avni Busa & Co, Practicing Company Secretaries, have been appointed in the Board Meeting held on 10th August, 2016 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor''s Report has been annexed to the Board Report under ANNEXURE - V.
9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.
There was no qualification, reservation or adverse remark made by the Auditors in their report.
The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in her Secretarial Audit Report are furnished as under:
1. The Company has invited applications for the designation of Company Secretary in whole time employment. However, the Company has failed to receive any suitable candidature for the same.
2. The company has failed to file E-Form MGT-14 within 30 days from the date of appointment of Internal Auditor due to inadvertent error. However, the company is in process of rectification of the same.
10. DIRECTORS
Mr. Kirit Kanakiya (DIN:00266631), Non-Executive Director retires at this Annual General Meeting by rotation and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Kirit Kanakiya as Director of the Company.
Mr. Dipal Muchhala, who was appointed as an additional director, and in respect of whom the company has received a notice in writing under section 160 of the Companies Act 2013, along with a deposit of Rs. 1,00,000, proposing his candidature as a director of the Company, be and his hereby appointed as an Independent Director at this AGM for 5 consecutive year, not liable to retire by rotation.
Mr. Archit Kulkarni who was appointed as an additional director, and in respect of whom the company has received a notice in writing under section 160 of the Companies Act 2013, along with a deposit of Rs. 1,00,000, proposing his candidature as a director of the Company, be and his hereby appointed as an Independent Director at this AGM for 5 consecutive year, not liable to retire by rotation.
Mr. Himanshu Vaidya who was appointed as an additional director, and in respect of whom the company has received a notice in writing under section 160 of the Companies Act 2013, along with a deposit of Rs. 1,00,000, proposing his candidature as a director of the Company, be and his hereby appointed as an Independent Director at this AGM for 5 consecutive year, not liable to retire by rotation.
Mrs. Disha Devrukhkar is appointed as Whole-Time Director for 1 year from 28th December, 2015 to 27th December, 2016. Mr. Hitesh Vora has resigned from the post of Independent Director of the Company on 9th August, 2016, and the Board has accepted his resignation in their meeting, held on 10th August, 2016.
Apart from this no other changes took place in the composition of the directors of the Company during the year under review.
11. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
12. BOARD MEETINGS
The Board of Directors met Six times during the financial year under review i.e., on (1) 30th May, 2015; (2) 12th August, 2015; (3) 31st August, 2015; (4) 9th November, 2015; (5) 9th February, 2016; & (6) 29th February, 2016.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
The details of Related Party Transactions entered by the Company with Related party/Parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review are furnished in ANNEXURE - II and forms part of this report.
During the year under review, there were no related party transactions which were material in nature.
14. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
15. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed in ANNEXURE -III.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.
No. of complaints received : Nil
No. of complaints disposed off : Nil
17. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
(b) They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of its Profit for the year ended on that date;
(c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts for the year ended 31st March, 2016 on a ''going concern'' basis;
(e) They have laid down Internal Financial Controls, which are adequate and are operating effectively;
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not made any investments during the year under review. The details of loans, advance and guarantees given pursuant to Section 186 of the Companies Act, 2013 have been provided in ANNEXURE - IV.
19. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES
It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.
20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.
21. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.
22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.
23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has an adequate Internal Financial Control system, commensurate with the size of its business operations.
25. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in ANNEXURE - VI.
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
(a) Mr. Hitesh Vora
(b) Mr. Dipal Muchhala
(c) Mrs. Disha Devrukhkar
The above composition of the Audit Committee consists of independent Directors viz., Mr. Hitesh Vora and Mr. Dipal Muchhala who form the majority.
The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.
27. CORPORATE GOVERNANCE
Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder''s value. Reports on Corporate Governance forms part of this report.
28. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.
Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.
By Order of the Board of Directors
For BSEL Infrastructure Realty Ltd.
Sd/- Sd/-
Mr. Kirit Kanakiya Mrs. Disha Devrukhkar
Place: Navi Mumbai Director Whole-Time Director
Date: 10/08/2016 DIN: 00266631 DIN: 05156891
Mar 31, 2015
Dear Members,
The directors are pleased to present their 20th Annual Report, to the
members, on the business and operations of BSEL Infrastructure Realty
Limited (hereafter referred to as 'BSEL') together with the Audited
Abridged Annual Accounts for the financial year ended March 31, 2015.
FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD. (Rs. in Lacs)
Particulars Consolidated
Year ended March 31 2015 2014
Total Income 249.81 2,508.92
Total Expenditure (681.59) (5,527.38)
Profit before tax and Extra- (431.78) (3,018.46)
ordinary Items
Extra Ordinary Items - (0.56)
Profit/(Loss) before tax (431.78) (3,017.90)
Provision for tax (including 59.63 85.03
deferred tax )
Profit/(Loss) after Tax - (491.41) (3102.93)
Transferred to Balance Sheet
Particulars Standalone
Year ended March 31 2015 2014
Total Income 247.59 181.74
Total Expenditure (138.44) (254.31)
Profit before tax and Extra- 109.15 (72.57)
ordinary Items
Extra Ordinary Items - (0.56)
Profit/(Loss) before tax 109.15 ( 72.01)
Provision for tax (including 59.63 85.03
deferred tax )
Profit/(Loss) after Tax - 49.52 (157.04)
Transferred to Balance Sheet
Review of Operations
Stand alone income for the year under review is Rs. 247.59 lacs and the
stand alone net profit is Rs. 49.52 lacs. The company had to suffer
with a consolidated loss of Rs. 491.41 compared to last year loss of
Rs.3,102.93 lacs. However due to its cautious approach with intention
to maintain its liquidity position intact.
Dividend
Directors of the Company are unable to declare any dividend for the
financial year ended on March 31, 2015 as company suffered with a loss
in the financial year under consideration.
Share capital
The share capital of the Company remained unchanged during the year
under review. The total Equity Share Capital of the Company is
comprised of 82,616,840 Equity Shares of Rs. 10/- each
Global Depository Receipts
Outstanding Global Depository Receipts as on March 31, 2015 are
183,647. No conversion of GDRs into shares was noted during this
financial year.
Quality assurance
The Company firmly believes in the pursuits of excellence in this ever
growing infrastructure and realty sector. Our focus has been on
providing consistently quality products and services to our clients.
Subsidiaries
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011
vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which
it granted a General Exemption to companies from attaching Directors'
Report, Balance Sheet and Profit & Loss Account of subsidiaries to its
Balance Sheet. The Conditions prescribed by the MCA, for availing
exemption under this circular, have been fulfilled by your Company.
BSEL is having three Wholly Owned Subsidiaries including step down
subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL
Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd.
Balance Sheets, Profit & Loss accounts, Reports of the Directors and
Auditors will be made available upon request by any member on
application and will also be kept for inspection at the Registered
Office of your Company. The financial data of the subsidiaries has been
furnished along with the statement pursuant to the provisions of the
Companies Act, 2013 forming part of the Annual Report. Also, pursuant
to Accounting Standard (AS-21) issued by the Institute of Chartered
Accountants of India and listing agreement, your Company has presented
the consolidated financial statements which include the financial
information relating to its subsidiaries and forms part of the Annual
Report as ANNEXURE I.
Depository systems
The Company continues with its arrangement with National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of securities in accordance with
the provisions of the Depositories Act, 1995 and members may avail of
such facilities. With this, the members have an option / discretion to
hold demated shares with NSDL and / or CDSL.
Directors
Mrs. Disha Rajendra Devrukhkar, Whole Time Director, retires at this
annual general meeting by rotation and being eligible offers himself
for reappointment. The board recommends the re-appointment of Mrs.
Disha Rajendra Devrukhkar, Whole Time Director of the Company.
No other changes took place in the structure of the Board of Directors
of the Company.
Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
Board Meeting
During the financial year 2014-15, the Board met four (4) times
Company's policy relating to directors appointment, payment of
remuneration and discharge of their duties
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are applicable to the Company and hence the
Company has devised any policy relating to appointment of Directors,
payment of Managerial remuneration, Directors qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013.
Information pursuant to Rule 5 (2) of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014
The details of employee(s) in receipt of remuneration exceeding the
limits specified under Rule 5 (2) of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are attached as
"Annexure IV".
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redresal ) Act, 2013 The Company has duly
set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013, to redress complaints
received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No of complaints received: Nil
No of complaints disposed off: Nil
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st
March, 2015 and of its Profit/Loss for the year ended on that date;
c. They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d. They have prepared the annual accounts for the year ended 31st
March, 2015 on a 'going concern' basis; and
e. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
Particulars of loans, guarantees or investments made under section 186
of the Companies Act, 2013
The details of loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review are given under ANNEXURE III
Disclosures of amounts, if any, transfer to any reserves
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
companies act, 2013 is not required.
Material changes and commitment if any affecting the financial position
of the company occurred between the end of the financial year to which
this financial statements relate and the date of the report
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relate on the date of this report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
There was no conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014.
Statement indicating development and implementation of Risk Management
The Company has developed & implemented Risk Management Policy.
However, Company has not come across any element of risk which may
threaten the existence of the Company.
Details of significant material orders passed by the regulators /
courts / tribunal impacting the going concern status and company's
operation in future
There are no significant material orders passed by the Regulators /
Courts / Tribunal which would impact the going concern status of the
Company and its future operations. Hence, disclosure pursuant to Rule 8
(5) (vii) of Companies (Accounts) Rules, 2014 is not required.
Details in respect of adequacy of Internal Financial Controls with
reference to the Financial Statements pursuant to Rule 8 (5) (viii) of
the Companies (Accounts) Rules, 2014
The Company has an adequate internal financial control system,
commensurate with the size of its business operations.
Particulars of contracts or arrangements made with related parties made
pursuant to Section 188 of the Companies Act, 2013
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.
Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in "Annexure V".
Disclosure of composition of Audit Committee and providing vigil
mechanism
The Audit Committee consists of the following members;
a. Mr. Hitesh Dinkar Vora, Independent Director - Chairman
b. Mr. Dipal Ajit Muchchala , independent Director - Member
c. Ms. Disha Rajendra Devrukhkar, Independent Director - Member
The above composition of the Audit Committee consists of independent
Directors viz. Mr. Hitesh Vora and Mr. Dipal Muchchala who form the
majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
Corporate governance
A detailed report on corporate governance is part of this annual
report. Certificate of the statutory auditors of the Company regarding
compliance with the provisions of corporate governance as stipulated in
clause 49 of the listing agreement is also provided in the Corporate
Governance Report as ANNEXURE VI.
Auditors
M/s Raju & Prasad Chartered Accountants, Mumbai, hold the office of the
Statutory Auditors of the Company retire at the conclusion of the
annual general meeting. However, they have expressed their
unwillingness for getting re-appointed The Board of Directors have
received the consent u/s 141 of the Companies Act, 2013 from M/s.
Deepak Vekaria and Associates, Chartered Accountants to act as
Statutory Auditor of the Company till the conclusion of the next annual
general meeting. The audit committee has recommended their appointment
for the office of Statutory Auditors of the Company. The necessary
resolution is being placed before the shareholders for approval.
Comments on Auditor's Report
With reference to the comments given by the Auditors on the Auditors
Report on accounts of the Company, the management's explanations have
been suitably made in the Notes to Accounts of the Balance Sheet and
Profit and Loss account and are self explanatory.
Secretarial Auditor
Mr. Harsh Vijay Gor, Proprietor of H V Gor & Co, Practicing Company
Secretaries, have been appointed in the meeting of the Board of
Directors of the Company held on 30th May, 2015 as the Secretarial
Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct
Secretarial Audit of the Company for the financial year ended 31st
March 2015 and report thereof. The Secretarial Audit Report has been
furnished as ANNEXURE IX to the Board Report and is self explanatory.
Comments on Secretarial Audit Report
The explanations /comments made by the Board relating to the
qualifications, reservations or adverse remarks made by the Auditors in
their report are furnished as under:
1. The Company has been giving advertisement in the Classifieds for
the purpose of inviting applications for the post of Company Secretary
in whole - time employment of the Company. However, the Company has
failed to receive applications suitable to the responsibilities and
Company's requirements.
2. The failure to file a report on the 19th Annual General Meeting in
e-form MGT-15 with the Registrar of Companies was due to a genuine
oversight on the part of the Company. The Board of Directors assures
that there was no mala fide intention to effect the interest of the
stakeholders of the Company.
3. The failure to file e-form MGT-10 with the office of the Registrar
of Companies was due to a genuine oversight on the part of the Company.
The Board of Directors assures that there was no mala fide intention to
effect the interest of the stakeholders of the Company.
Acknowledgment
The directors sincerely appreciate the contributions made by all
employees and business associates who have supported the Company to
stand firmly in the critical and challenging situations of emerged out
of economic crisis. Your directors are also thankful for the
co-operation, support and assistance received from banks, investors,
customers, central and state government departments, local authorities,
vendors, strategic alliance partners and all other associated with the
activities of the Company. Your directors would also like to
acknowledge the continued support of the Company's shareholders.
For and on behalf of the Board
Place: Navi Mumbai Sd/-
Date: 24th August, 2015 Disha Devrukhkar
Whole Time Director
Mar 31, 2014
Dear Members,
The directors are pleased to present their 19th Annual Report, to the
members, on the business and operations of BSEL Infrastructure
Realty Limited (hereafter referred to as ''BSEL'') together with the
Audited Abridged Annual Accounts for the financial year ended March 31,
2014.
FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.
(In lacs)
Particulars Consolidated Standalone
Year ended March 31 2014 2013 2014 2013
Total Income 2,508.92 201.17 181.74 198.29
Total Expenditure (5,527.38) (212.90) (254.31) (167.82)
Profit before tax and
Extra- ordinary Items (3,018.46) (11.73) (72.57) 30.47
Extra Ordinary Items (0.56) (2.65) (0.56) (2.65)
Profit/(Loss) before tax_ (3,017.90) (14.38) (72.01) 27.82
Provision for tax (
including deferred tax ) 85.03 35.79 85.03 35.79
Profit/(Loss) after Tax -
Transferred to Balance
Sheet (3,102.93) (50.17) (157.04) (7.97)
Review of Operations
Stand alone income for the year under review is Rs. 181.74 lacs and the
stand alone net loss is Rs. 157.04 lacs. The company had to suffer with
a consolidated loss of Rs. 3,102.93 compared to last year loss of
Rs.50.17 lacs. However due to its cautious approach with intention to
maintain its liquidity position intact.
Dividend
Directors of the Company are unable to declare any dividend for the
Financial year ended on March 31, 2014 as company suffered with a loss
in the financial year under consideration.
Share Capital
The share capital of the Company remained unchanged during the year
under review. The total Equity Share Capital of the Company is
comprised of 82,616,840 Equity Shares of Rs. 10/- each
Global Depository Receipts
Outstanding Global Depository Receipts as on March 31, 2014 are
183,647. No conversion of GD Rs into shares was noted during this
financial year.
Quality assurance
The Company firmly believes in the pursuits of excellence in this ever
growing infrastructure and realty sector. Our focus has been on
providing consistently quality products and services to our clients.
Subsidiaries
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011
vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which
it granted a General Exemption to companies from attaching Directors''
Report, Balance Sheet and Profit & Loss Account of subsidiaries to its
Balance Sheet. The Conditions prescribed by the MCA, for availing
exemption under this circular, have been fulfilled by your Company.
BSEL is having three Wholly Owned Subsidiaries including step down
subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL
Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd.
Balance Sheets, Profit & Loss accounts, Reports of the Directors and
Auditors will be made available upon request by any member on
application and will also be kept for inspection at the Registered
Office of your Company. The financial data of the subsidiaries has been
furnished along with the statement pursuant to Section 212 of the
Companies Act, 1956 forming part of the Annual Report. Also, pursuant
to Accounting Standard (AS-21) issued by the Institute of Chartered
Accountants of India and listing agreement, your Company has presented
the consolidated financial statements which include the financial
information relating to its subsidiaries and forms part of the Annual
Report.
Depository systems
The Company continues with its arrangement with National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of securities in accordance with
the provisions of the Depositories Act, 1995 and members may avail of
such facilities. With this, the members have an option / discretion to
hold demated shares with NSDL and / or CDSL
Directors
Mr. Kirit R. Kanakiya, Non  Executive Director, retires at this annual
general meeting by rotation and being eligible offers himself for
reappointment. The board recommends the re-appointment of Mr. Kirit R.
Kanakiya, as a Non-Executive Director of the Company.
Directors'' responsibility statement
As required under section 217 (2AA) of the Companies Act, 1956, your
directors'' confirm that:- 1. In the preparation of the Annual Accounts
for the financial year under consideration, the applicable Accounting
Standards have been followed.
2. The directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company and of the Profit & Loss of the Company for the year
under consideration.
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts for the year under
review on a going concern basis
Corporate governance
A detailed report on corporate governance is part of this annual
report. Certificate of the statutory auditors of the Company regarding
compliance with the provisions of corporate governance as stipulated in
clause 49 of the listing agreement is also provided in the Corporate
Governance Report.
Deposits
The Company has not invited or accepted from public or its employees
any deposits in terms of provisions of section 58A of the Companies
Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975
and therefore no amount of principle or interest was outstanding to be
paid as of the balance sheet date.
Auditors
M/s Raju & Prasad Chartered Accountants, Mumbai, hold the office of the
Statutory Auditors of the Company retire at the conclusion of the
annual general meeting and are eligible for reappointment. The Company
has received a letter from them consenting to act as Statutory Auditors
if appointed and that their appointment will be in terms with section
141 (3) (g) of the Companies Act, 2013. The audit committee has
recommended their appointment for the office of Statutory Auditors of
the Company. The necessary resolution is being placed before the
shareholders for approval.
Comments on Auditor''s Report
With reference to the comments given by the Auditors on the Auditors
Report on accounts of the Company, the management''s explanations have
been suitably made in the Notes to Accounts of the Balance Sheet and
Profit and Loss account and are self explanatory.
Particulars of employees
As required by the provisions of section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
no employee is drawing remuneration at or above the limits mentioned
therein.
Conservation of energy, research & development, technology absorption,
foreign exchange earnings and outgo Disclosure under Section 217(1)(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rule, 1988 are as
follows:
Conservation of Energy: The operations of the Company are not energy
intensive. Adequate measures, have, however been taken to conserve
and reduce the energy consumption.
Technology absorption: No technology has been developed and / or
imported by way of foreign collaboration.
Foreign exchange earnings and outgo: There are no foreign exchange
earnings and outgo during the year.
Acknowledgment
The directors sincerely appreciate the contributions made by all
employees and business associates who have supported the Company to
stand firmly in the critical and challenging situations of emerged out
of economic crisis. Your directors are also thankful for the
co-operation, support and assistance received from banks, investors,
customers, central and state government departments, local authorities,
vendors, strategic alliance partners and all other associated with the
activities of the Company. Your directors would also like to
acknowledge the continued support of the Company''s shareholders.
For and on behalf of the Board
Place : Navi Mumbai Sd/-
Date : August 22, 2014 Disha Devrukhkar
Whole Time Director
Mar 31, 2013
Dear Members,
The directors are pleased to present their 18th Annual Report, to the
members, on the business and operations of BSEL Infrastructure Realty
Limited (hereafter referred to as ''BSEL'') together with the Audited
Annual Accounts for the financial year ended March 31, 2013.
FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.
(Rs. In lacs)
Particulars Consolidated Standalone
Year ended March 31 2013 2012 2013 2012
Total Income 201.17 (1,934.38) 198.29 208.09
Total Expenditure (212.90 (1,896.02) (167.82) (514.77)
Profit before tax and
Extraordinary Items (11.73) (3,830.40) 30.47 (306.68)
Extraordinary Items (2.65) (24,141.43) 2.65 (1.51)
Profit/(Loss) before tax (14.38) (27,971.83) 27.82 (308.19)
Provision for tax
(including deferred tax) 35.79 46.32 35.79 (35.34)
Profit/(Loss) After
Tax Transferred to Balance
Sheet (50.17) (27,925.51) (7.97) (272.85)
Review of Operations
Stand alone income for the year under review is Rs. 198.29 lacs and the
stand alone net loss is Rs. 7.97 lacs. Your Company was able to minimize
its loss as compared to the last year standalone loss. The company had
to suffer with a consolidated loss of Rs. 50.17 Lacs due to its cautious
approach with intention to maintain its liquidity position intact.
Dividend
Directors of the Company are unable to declare any dividend for the
Financial year ended on March 31, 2013 as company suffered with a loss
in the financial year under consideration.
Share Capital
The share capital of the Company remained unchanged during the year
under review. The total Equity Share Capital of the Company is
comprised of 82,616,840 Equity Shares of Rs. 10/- each.
Global Depository Receipts
Outstanding Global Depository Receipts as on March 31, 2013 are
183,647. No conversion of GDRs into shares was noted during this
financial year.
Quality Assurance
The Company firmly believes in the pursuits of excellence in this ever
growing infrastructure and realty sector. Our focus has been on
providing consistently quality products and services to our clients.
Subsidiaries
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011
vide letter no. 51/12/2007-CL-III dated February 8, 2011, trough which
it granted a General Exemption to companies from attaching Directors''
Report, Balance Sheet and Profit & Loss Account of subsidiaries to its
Balance Sheet. The Conditions prescribed by the MCA, for availing
exemption under this circular, have been fulfilled by your Company.
BSEL is having three Wholly Owned Subsidiaries including step down
subsidiaries named (I) BSEL Infrastructure Realty FZE (II) BSEL
Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd.
Balance Sheets, Profit & Loss accounts, Reports of the Directors and
Auditors will be made available upon request by any member on
application and will also be kept for inspection at the Registered
Office of your Company. The financial data of the subsidiaries has been
furnished alongwith the statement pursuant to Section 212 of the
Companies Act, 1956 forming part of the Annual Report. Also, pursuant
to Accounting Standard (AS-21) issued by the Institute of Chartered
Accountants of India and listing agreement, your Company has presented
the consolidated financial statements which include the financial
information relating to its subsidiaries and forms part of the Annual
Report.
Depository Systems
The Company continues with its arrangement with National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of securities in accordance with
the provisions of the Depositories Act, 1995 and members may avail of
such facilities. With this, the members have an option / discretion to
hold demated shares with NSDL and / or CDSL.
Directors
Mr. Dippal Muchhala was appointed as an Additional Non-Executive
Director in the Board Meeting held on June 18, 2013. His appointment is
further approved by members of the company in the ensuing Annual
General Meeting which will be held on September 30, 2013.
Mr. Hitesh Vora, Non - Executive Director, retires at this annual
general meeting by rotation and being eligible offers himself for
reappointment. The board recommends the re-appointment of Mr. Hitesh
Vora, as a Non-Executive Director of the Company.
Mr. Vijay Jain has resigned from Independent Director on December 20,
2012. The Board has duly accepted his resignation in their meeting held
on December 27, 2012 and has relived him from his duties and
responsibilities in the capacity of Independent Director.
Directors'' Responsibility Statement
As required under section 217 (2AA) of the Companies Act, 1956, your
directors'' confirm that:- 1. In the preparation of the Annual Accounts
for the financial year under consideration the applicable Accounting
Standards have been followed.
2. The directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company and of the Profit & Loss of the Company for the year
under consideration.
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The directors have prepared the annual accounts for the year under
review on a going concern basis
Corporate Governance
A detailed report on corporate governance is part of this annual
report. Certificate of the statutory auditors of the Company regarding
compliance with the provisions of corporate governance as stipulated in
clause 49 of the listing agreement is also provided in the Corporate
Governance Report.
Deposits
The Company has not invited or accepted from public or its employees
any deposits in terms of provisions of section 58A of the Companies
Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975
and therefore no amount of principle or interest was outstanding to be
paid as of the balance sheet date.
Auditors
M/s Raju & Prasad Chartered Accountants, Mumbai, hold the office of the
Statutory Auditors of the Company retire at the conclusion of the
annual general meeting and are eligible for reappointment. The Company
has received a letter from them consenting to act as Statutory Auditors
if appointed and that their appointment will be in terms with section
224 (1) (b) of the Companies Act, 1956. The audit committee has
recommended their appointment for the office of Statutory Auditors of
the Company. The necessary resolution is being placed before the
shareholders for approval.
Comments on Auditors'' Report
With reference to the comments given by the Auditors on the Auditors
Report on accounts of the Company, the management''s explanations have
been suitably made in the Notes to Accounts of the Balance Sheet and
Profit and Loss account and are self explanatory.
Particulars of Employees
As required by the provisions of section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, no employee is drawing remuneration at or above the limits
mentioned therein.
Conservation of energy, research & development, technology absorption,
foreign exchange earnings and outgo
Disclosure under section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rule, 1988 are as follows:
Conservation of Energy: The operations of the Company are not energy
intensive. Adequate measures, have, however been taken to conserve and
reduce the energy consumption.
Technology Absorption: No technology has been developed and / or
imported by way of foreign collaboration.
Foreign Exchange Earnings and Outgo: There are no foreign exchange
earnings during the year. Company has paid AED 10,500 to the Auditor of
the Wholly Owned Subsidiary towards the Audit Fees for the year
2011-12.
Acknowledgment
The directors sincerely appreciate the contributions made by all
employees and business associates who have supported the Company to
stand firmly in the critical and challenging situations of emerged out
of economic crisis. Your directors are also thankful for the
co-operation, support and assistance received from banks, investors,
customers, central and state government departments, local authorities,
vendors, strategic alliance partners and all other associated with the
activities of the Company. Your directors would also like to
acknowledge the continued support of the Company''s shareholders.
For and on behalf of the Board
Sd/-
Place : Navi Mumbai Disha Devrukhkar
Date : August 14, 2013
Whole Time Director
Mar 31, 2012
Dear Members,
The directors are pleased to present their 17th Directors' Report, on
the business and operations of BSEL Infrastructure Realty Limited
(hereafter referred to as 'BSEL') together with the Audited Annual
Accounts for the financial year ended March 31, 2012.
FINANCIAL HIGHLIGHTS OF BSEL INFRASTRUCTURE REALTY LTD.
(Rs. In lacs)
Particulars Consolidated Standalone
Year ended March 31 2012 2011 2012 2011
Total Income (1,931.58) 244.22 210.89 145.16
Total Expenditure
(Including
adjustments) (1,898.82) (704.55) (517.57) (317.45)
Profit / (Loss)
before tax and
Extraordinary Items (3,830.40) (460.33) (306.68) (172.29)
Extraordinary Items (24,152.41) 44.75 12.49 44.75
Profit/(Loss) before
tax (27,982.81) (505.08) (319.17) (217.04)
Provision for tax
(including deferred
tax ) 46.32 (37.29) 46.32 (37.29)
Profit/(Loss) After
Tax - Amount
Transferred to
Balance Sheet (27,936.49) (542.37) (272.85) (254.33)
Review of Operations
Standalone income for the year under review is Rs. 210.89 lacs and the
standalone net loss is Rs. 272.85 lacs. Your Company was able to minimize
its loss as compared to the last year standalone loss. Your Company has
incurred a consolidated loss of Rs. 27,936.49 lacs.
Segmental Demerger of BSEL was under consideration and was put forward
for feasibility study. After undertaking detailed study, Board is of
opinion to drop down the proposal of Demerger as its not feasible
considering prevailing conditions in industry and the Company.
Dividend
Directors of the Company are unable to declare any dividend for the
financial year ended on March 31, 2012 as Company has incurred loss in
the financial year under consideration.
Share Capital
The share capital of the Company remained unchanged during the year
under review. The total Equity Share Capital of the Company is
comprised of 82,616,840 Equity Shares of Rs. 10/- each. Considering
volatile conditions of the market, your Company does not intend to
raise any funds.
Global Depository Receipts
As on March 31, 2012, there were a total of 1,83,647 outstanding Global
Depository Receipts. No conversion of GDRs into shares was noted during
this financial year.
Quality Assurance
Your Company is an ISO 9001:2000 Company. The Company firmly believes
in the pursuits of excellence in this ever growing infrastructure and
realty sector. Our focus has been on providing consistently quality
products and services to our clients. We have maintained ISO 9001
status since 2003.
Subsidiaries
Ministry of Corporate Affairs (MCA) issued General Circular No. 2/2011
vide letter no. 51/12/2007-CL-III dated February 8, 2011, through which
it granted a general exemption to companies from attaching
Directors' Report, Balance Sheet and Profit & Loss Account of
subsidiaries to its Balance Sheet. The Conditions prescribed by the
MCA, for availing exemption under this circular, have been fulfilled by
your Company.
BSEL is having three Wholly Owned Subsidiaries including step down
subsidiaries namely (I) BSEL Infrastructure Realty FZE (II) BSEL
Infrastructure Realty Sdn. Bhd. and (III) BSEL Waterfront Sdn. Bhd.
Balance Sheets, Profit & Loss accounts, Reports of the Directors and
Auditors will be made available upon request by any member on
application and will also be kept for inspection at the Registered
Office of your Company. The financial data of the subsidiaries has been
furnished in the statement pursuant to Section 212 of the Companies
Act, 1956 forming part of the Annual Report. Also, pursuant to
Accounting Standard - 21 (AS-21) issued by the Institute of Chartered
Accountants of India and Listing Agreement, your Company has presented
it's consolidated financial statements which include the financial
information relating to its subsidiaries and forms part of this Annual
Report.
Depository Systems
The Company continues with its arrangement with National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of securities in accordance with
the provisions of the Depositories Act, 1995 and members may avail of
such facilities. With this, the members have an option / discretion to
hold demated shares with NSDL and / or CDSL.
Directors
Mr. Vijay Chauhan was appointed as an Additional Director in the Board
Meeting held on June 16, 2011. His appointment was approved by members
of the Company in the Annual General Meeting held on September 30,
2011. Mr. Vijay Chauhan resigned from the office of Executive Director
on December 28, 2011 and has been appointed as Chief Financial Officer
(CFO) of the Company.
Mr. Dharmendra Raichura resigned from the office of Managing Director
on October 04, 2011. The Board has duly accepted his resignation and
has relived him from his duties and responsibilities in the capacity of
Director, Managing Director, CEO, CFO and Compliance Officer. The
Board of Directors, in their meeting held on December 28, 2011,
appointed Ms. Disha Devrukhkar as Whole Time Director of the Company
for the period of 1 (one) year commencing from December 28, 2011 to
December 27, 2012. The appointment is subject to the approval of
Members of the Company in ensuing Annual General Meeting. Brief profile
of Ms. Disha Devrukhkar is given in the Explanatory Statement of the
Notice of Annual General Meeting forming part of this Annual Report.
Mr. Kirit R. Kanakiya, Non - Executive Director, retires at this Annual
General Meeting by rotation and being eligible offers himself for re-
appointment. The Board recommends the re-appointment of Mr. Kirit R.
Kanakiya as a Non-Executive Director of the Company.
Directors' Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, your
directors' confirm that:-
1. In the preparation of the Annual Accounts for the financial year
under consideration, the applicable Accounting Standards have been
followed.
2. The directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company and of the Profit & Loss of the Company for the year
under consideration.
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The directors have prepared the annual accounts for the year under
review on a going concern basis.
Corporate Governance
A detailed report on corporate governance forms part of this Annual
Report. Certificate of the statutory auditors of the Company regarding
compliance with the provisions of corporate governance as stipulated in
Clause 49 of the Listing Agreement is also provided in the Corporate
Governance Report.
Management Discussion and Analysis
BSEL incurred loss in the year under consideration; especially the
Wholly Owned Subsidiary (WOS) has incurred heavy losses. BSEL is
looking out for the feasible and profitable projects to invest in
Infrastructure and real estate sector.
BSEL, a zero debt company, has been able to maintain its liquidity
throughout the year.
Deposits
The Company has not invited or accepted from public or its employees
any deposits in terms of provisions of Section 58A of the Companies
Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975
and therefore no amount of principle or interest was outstanding to be
paid as on the balance sheet date.
Auditors
M/s Raju & Prasad Chartered Accountants, Mumbai, who hold office of the
statutory auditors of the Company retire at the conclusion of the
Annual General Meeting and are eligible for re-appointment. The Company
has received a letter from them consenting to act as statutory auditors
if appointed and that their appointment will be in terms with Section
224 (1) (b) of the Companies Act, 1956. The Audit Committee has
recommended their appointment for the office of statutory auditors of
the Company.
Comments on Auditors' Report
With reference to the comments given by the Auditors in the Auditors'
Report on accounts of the Company, the management's explanations have
been suitably made in the Notes to Accounts of the Balance Sheet and
Profit and Loss account and are self explanatory.
Particulars of Employees
As required by the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
no employee is drawing remuneration at or above the limits mentioned
therein.
Conservation of Energy, Research & Development, Technology Absorption,
Foreign Exchange Earnings and Outgo Disclosure under Section 217(1)(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rule, 1988 are as
follows:
Conservation of Energy: The operations of the Company are not energy
intensive. Adequate measures, have, however been taken to conserve and
reduce the energy consumption
Technology Absorption: No technology has been developed and / or
imported by way of foreign collaboration.
Foreign Exchange Earnings and Outgo: There are no foreign exchange
earnings or outgo during the year under review.
Acknowledgment
Your directors sincerely appreciate the contributions made by all
employees and business associates who have supported the Company to
stand firmly in the critical and challenging situations emerged out of
economic crisis. Your directors are also thankful for the co-operation,
support and assistance received from banks, investors, customers,
central and state government departments, local authorities, vendors,
strategic alliance partners and all other associated with the
activities of the Company. Your directors would also like to
acknowledge the continued support of the Company's shareholders.
For and on behalf of the Board
Sd/-
Place : Navi Mumbai Disha Devrukhkar
Date : August 14, 2012 Whole Time Director
Mar 31, 2010
The Directors are pleased to present their 15th Annual Report, to the
members, on the business and operations of BSEL Infrastructure Realty
Limited (hereafter referred to as BSEL or ÃCompany) together with
the audited accounts for the financial year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
I Consolidated financial information of BSEL Infrastructure Realty
Limited and its subsidiaries.
(Rs. In lacs)
Year ended on March 31 2010 2009
Total Income 3,289.96 12,337.40
Less: Total expenditure
(including adjustments) 2,814.16 8,206.49
Profit before tax and extra-
ordinary items 475.80 4,130.91
Less: Extra ordinary items 379.90 Ã
Profit before tax 95.90 4,130.91
Less: Provision for tax (including
fringe benefit tax and deferred tax) 9.03 67.40
Consolidated profit for the group 86.87 4,063.51
EPS (basic and diluted) (in Rs.) 0.11 4.92
II Standalone financial information of BSEL Infrastructure Realty
Limited
(Rs. In lacs)
Year ended on March 31 2010 2009
Total Income 267.77 1,040.58
Less: Total expenditure 475.82 461.75
Profit/(Loss) before tax and extra
ordinary items (208.05) 578.83
Less: Extra ordinary items 296.89 Ã
Profit/(Loss) before tax (504.94) 578.83
Less: Provision for tax
(including fringe benefit
tax and deferred tax) 9.03 67.40
Profit/(Loss) transferred to Balance
Sheet (513.97) 511.43
Review of Operations
The Economy, in particular, real estate industry is still absorbing the
aftershocks of global meltdown. Standalone income for the year under
review is Rs. 267.77 lacs and the standalone net loss is Rs. 513.97
lacs. The decline in income of the Company has been noticed due to
conservative policy adopted by the Company, so as to maintain its
liquidity position intact. Extra-ordinary item, loss due to exit from
joint venture projects of the Company, pulled down the Company in
further loss for the year.
Consolidated Results
Total consolidated income of the Company, with its wholly owned
subsidiaries and step down subsidiaries, for year under consideration
has been recorded at Rs.3,289.96 lacs and the net profit for the same
is Rs.86.87 lacs. The loss due to closure of subsidiary at Singapore
forced consolidated net profit to go down.
Dividend
The BSEL - India has suffered a loss for the year under review and
consolidated profit has dropped down substantially. Thus keeping in
view funds availability for future projects and for saving Company to
get into the liquidity crunch, Directors have arrived at conclusion
that its not comfortable for the Company to declare any dividend for
the financial year 2009-10.
Share Capital
The share capital of the Company remained unchanged during the year
under review. The total Equity Share Capital of the Company is
comprised of 82,616,840 Equity Shares of Rs. 10/- each.
Global Depository Receipts
During this financial year 1,200,000 GDRs have been converted into
shares. 1,458,120 GDRs have not been converted till 31st March, 2010.
Quality Assurance
Your Company is an ISO 9001:2008 Company. The Company firmly believes
in the pursuits of excellence in this ever growing infrastructure and
realty sector. Our focus has been on providing consistently quality
products and services to our clients. We have maintained ISO 9001
status since 2003.
Subsidiaries
BSEL was having four wholly owned subsidiaries including step down
subsidiaries. During the financial year 2009-10 BSEL Infrastructure
Realty Pte Ltd., a step down subsidiary of BSEL, has been closed down.
The details of closure of this Company are given in the financial
statements given in this annual report. Thus, hereonwards, BSEL is a
group of BSEL Infrastructure Realty Limited, a parent Company and three
wholly owned subsidiaries.
In accordance with the provisions of section 212 of the Companies Act,
1956 your Company is required to attach the Directors Report, Balance
Sheet and Profit and Loss Account of the subsidiaries to its Balance
Sheet. As per the requirement of section 212 (8) of the Companies Act,
1956, your Company applied to the Central Government for the necessary
exemption from the aforesaid requirements. The Central Government vide
its letter no. 47/588/2010-CL-III dated 17/06/2010 has granted
exemption to the Company under section 212(8) of the Companies Act,
1956, from attaching copy of the balance sheets, profit & loss
accounts, reports of the Directors and auditors of its subsisting
subsidiaries / step-down subsidiaries (I) BSEL Infrastructure Realty
FZE, (II) BSEL Infrastructure Realty Pte. Ltd., (III) BSEL
Infrastructure Realty Sdn. Bhd. and (IV) BSEL Waterfront Sdn. Bhd.
Hence, the balance sheets, profit & loss accounts, reports of the
Directors and auditors have not been attached with the balance sheet of
the Company. These documents will be made available upon request by any
member(s) of the Company interested in obtaining the same and will also
be kept for inspection at the registered office of your Company.
Further, as directed by the Central Government, the financial data of
the subsidiaries has been furnished alongwith the statement pursuant to
section 212 of the Companies Act, 1956 forming part of the annual
report. Also, pursuant to accounting standard (AS-21) issued by the
Institute of Chartered Accountants of India and listing agreement, your
Company has presented the consolidated financial statements which
include the financial information relating to its subsidiaries and
forms part of the annual report.
Joint Ventures and Alliances
The Company has invested in Singapore and Malaysia through its
subsidiaries and step down subsidiaries. The Company was having 50:50
joint venture with Unity Infraprojects Ltd. for six shopping malls
projects at Nagpur and one technology park project at Goa. In February
2010, BSEL walked out of these joint venture projects. The details of
disinvestment are given in schedule E of the balance sheet forming
part of this report.
Depository Systems
The Company continues with its arrangement with National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of securities in accordance with
the provisions of the Depositories Act, 1995 and members may avail of
such facilities. With this, the members have an option / discretion to
hold demated shares with NSDL and / or CDSL.
Directors
Mr. Dharmendra Raichura continues as the Managing Director of the
Company after being appointed for a period of three years by the
shareholders in the annual general meeting held on 30th September,
2008. His tenure ends on 29th July, 2011.
Mr. Vijay Jain, Non - Executive and Independent Director, retires at
this annual general meeting by rotation and being eligible offers
himself for reappointment.
The Board recommends the re-appointment of Mr. Vijay Jain as a
Non-Executive and Independent Director of the Company.
Directors Responsibility Statement
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that
1. In the preparation of the annual accounts for the financial year
ended on 31st March, 2010, the applicable accounting standards have
been followed.
2. The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2010 and of the Profit & Loss of the
Company for the year ended 31st March, 2010.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the annual accounts for the year under
review on a going concern basis.
Corporate Governance
The Company has been practicing the principles of good corporate
governance over the years and it is an ongoing process. A detailed
report on corporate governance is part of this annual report.
Certificate of the statutory auditors of the Company regarding
compliance with the provisions of corporate governance as stipulated in
clause 49 of the listing agreement is also provided in the corporate
governance report.
Electronic Filing
Pursuant to an amendment in listing agreement, e-filing with
www.sebiedifar.nic.in is hereinonwards not required. The corporate
governance report, financial results and shareholding pattern are
available on www.corpfiling.com. The financial statements and
shareholding pattern is also available on website of BSE and NSE as
well as website of the Company - www.bsel.com.
Deposits
The Company has not invited or accepted from public or its employees
any deposits in terms of provisions of section 58A of the Companies
Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975
and therefore no amount of principle or interest was outstanding to be
paid as of the balance sheet date.
Auditors
M/s Raju & Prasad, Chartered Accountants, Mumbai, having membership no.
41689, hold the office of the Statutory Auditors of the Company retire
at the conclusion of the annual general meeting and are eligible for
reappointment. The Company has received a letter from them consenting
to act as Statutory Auditors that, if appointed, their appointment will
be in terms with section 224 (1)(b) of the Companies Act, 1956. The
audit committee has recommended their appointment for the office of
statutory auditors of the Company. The necessary resolution is being
placed before the shareholders for approval.
Comments on Auditors Report
With reference to the comments given by the auditors on the auditors
report on accounts of the Company, the managements explanations have
been suitably made in the notes to accounts of the balance sheet and
profit and loss account and are self explanatory.
Particulars of Employees
As required by the provisions of section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
no employee is drawing remuneration at or above the limits mentioned
therein.
Human Resource Management and Employee Relation
BSEL has created favourable work environment that encourages management
talent. It always maintained cordial relationship with its employees.
The Company consists of professional team that will help out BSEL to
deliver quality performance.
Conservation of energy, research & development, technology absorption,
foreign exchange earnings and outgo
Disclosure under section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rule, 1988 are as follows
Conservation of Energy
The operations of the Company are not energy intensive. Adequate
measures, have, however been taken to conserve and reduce the energy
consumption.
Technology Absorption
No technology has been developed and / or imported by way of foreign
collaboration.
Foreign Exchange Earnings and Outgo
There are no foreign exchange earnings or outgo during the year under
review.
Acknowledgment
The Directors sincerely appreciate the contributions made by all
employees and business associates who have supported the Company to
stand firmly in the critical and challenging situations emerged out of
economic crisis. The Directors are also thankful for the co-operation,
support and assistance received from banks, investors, customers,
Central and State Government departments, local authorities, vendors,
strategic alliance partners and all other associated with the
activities of the Company. The Directors would also like to acknowledge
the continued support of the Companys shareholders.
For and on behalf of the Board
Place : Navi Mumbai Kirit R. Kanakiya Dharmendra Raichura
Date : 23.08.2010 Chairman Managing Director